NON-DISCLOSURE AGREEMENT (MUTUAL) THIS NON-DISCLOSURE AGREEMENT (the Agreement) is made and entered into upon the [date

e.g. 16th] day of [month and year] (the Effective Date); BETWEEN: 1. [Name of first party], a company incorporated in [country] with registration number [number]and registered office [registered office address]; and 2. [Name of second party], a company incorporated in [country] with registration number [number] and registered office [registered office address]. [Any additional number of parties may be added] [Note that to add an individual rather than a company, their full name and address should be entered] The above named shall collectively be known as Parties, and each a Party. WHEREAS: The Parties wish to exchange information relating to [brief description of what the confidential information relates to] (the Project). The Parties are entering into this agreement for their mutual benefit in order to define their respective rights and obligations in relation to the disclosure of Designated Information (defined below) by a Party (the disclosing Party) to another (the receiving Party) in connection with the Project. IT IS HEREBY AGREED as follows: 1. Definitions and Interpretation In this Agreement (including the Recitals), except to the extent that the context otherwise requires, the following terms shall have the meanings set forth below: 1.1 Designated Information means information which by its nature is confidential, is designated by the disclosing Party as confidential, which the receiving Party knows or ought to know is confidential and which is disclosed by or on behalf of the disclosing Party to the receiving Party, or otherwise is in the possession of the receiving Party (including without limitation information described in Clause 1.2), in connection with the Project and whether disclosed before, on or after the Effective Date including information which is disclosed orally, in writing, or by any other means including but not limited to printed, other graphic or documentary form, contained in software, on computer disks or tapes (whether machine or user readable), visually by way of model or demonstration and, in each case, any copy thereof. The Parties acknowledge and agree that confidential information relating to the Project may have been disclosed by either Party to the other prior to the Effective Date and such information shall be deemed to be Designated Information for the purposes of this Agreement. Notwithstanding Clause 1.1 and 1.2 above, Designated Information shall not include information which: (a) entered or subsequently enters the public domain without breach of

1.2

1.3

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this Agreement or any other obligation of confidentiality by the receiving Party; (b) the receiving Party can demonstrate was already in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing Party and was not previously acquired from or on behalf of the disclosing Party under any obligation of confidentiality; is disclosed to the receiving Party by a third party without breach by the receiving Party or such third party of any obligation of confidentiality owed to the disclosing Party; the receiving Party can demonstrate is independently developed or discovered by or for it not as a result of any activities relating to the Project; is hereafter disclosed by the disclosing Party to a third party without restriction on disclosure or use, including, without limitation, by way of the registration of a patent specification; or is disclosed by the receiving Party with the prior written permission of the disclosing Party.

(c)

(d)

(e)

(f)

1.4 1.5

Purpose means any discussions and negotiations between or within the Parties concerning or in connection with the Project. In this Agreement, unless the context otherwise requires: (a) references to Recitals and Schedules are to be construed as references to the recitals and schedules to this Agreement and references to this Agreement include its Schedules; words importing the singular include the plural and vice versa, words importing a gender include every gender; references to a person shall be construed as including references to an individual, firm, issuer, corporation, unincorporated body of persons or any state or any agency thereof; any reference to a statutory provision shall include such provision and any regulations made in pursuance thereof as from time to time modified or re-enacted; and headings are for convenience of reference only and shall not affect the interpretation of this Agreement.

(b) (c)

(d)

(e)

2. 2.1

Restrictions on Disclosure and Use Each Party undertakes as a receiving Party: (a) (b) to keep the Designated Information confidential at all times; to use the Designated Information only for the Purpose and not for any other purpose and for the avoidance of doubt, without limitation, the receiving Party shall not make any commercial use of any Designated Information or use the same for the benefit of itself

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or any third party other than pursuant to a further agreement with the disclosing Party; (c) not to disclose, without the disclosing Partys prior written consent: (i) (ii) (iii) (d) the fact that the Designated Information has been made available to the receiving Party or any other person; or the fact of discussions or negotiations between the receiving Party and the disclosing Party in relation to the Project; or any proposed or possible terms or conditions which are applicable in relation to the Project;

to take reasonable security precautions (at least as comprehensive as the precautions the receiving Party takes to protect its own confidential information which the receiving Party warrants are adequate to prevent unauthorised disclosure, copying or use) to keep confidential the Designated Information; not to disclose Designated Information to any person except in confidence to such of its directors, employees and professional advisers who reasonably need access to the Designated Information for the Purpose (Permitted Disclosees) and provided that all Permitted Disclosees are informed of the terms of this Agreement and (i) are obliged by their contracts of employment or service not to disclose the same or, as the case may be, (ii) enter into legally binding confidentiality agreements on equivalent terms to this Agreement; to be responsible for the performance of Clauses 2.1 (a), (b) and (c) above and Clause (g) and (h) below on the part of its Permitted Disclosees; not to copy, reproduce, summarise or reduce to writing any part of any Designated Information except as may be reasonably necessary for the Purpose and that any copies, reproductions, summaries or reductions so made will be the property of the disclosing Party; and not to reverse engineer, decompile or disassemble any software or code disclosed by the disclosing Party.

(e)

(f)

(g)

(h)

This free sample download non-disclosure agreement is an excerpt from our nondisclosure agreement template, which you can download in full for just 2.99.

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